Chord Energy Corp (CHRD)

Item 2. — Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Annual Report”), as well as the unaudited condensed consolidated financial statements and notes thereto included in this Quarterly Report on Form 10-Q.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements, other than statements of historical fact included in this Quarterly Report on Form 10-Q, regarding, but not limited to, our strategic tactics, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Quarterly Report on Form 10-Q, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project,” “plans” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. In particular, the factors discussed below and detailed under “Part II, Item 1A. Risk Factors” in this Quarterly Report on Form 10-Q could affect our actual results and cause our actual results to differ materially from expectations, estimates, or assumptions expressed in, forecasted in, or implied in such forward-looking statements.

These forward-looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events.

These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control. Without limiting the generality of the foregoing, certain statements incorporated by reference or included in this Quarterly Report on Form 10-Q constitute forward-looking statements.

We believe these factors and risks relate to forward-looking statements including, but not limited to, the following:

•crude oil, NGL and natural gas realized prices;

•uncertainty regarding the future actions of foreign oil producers and the related impacts such actions have on the balance between the supply of and demand for crude oil, NGL and natural gas;

•the actions taken by OPEC+ with respect to oil production levels and announcements of potential changes in such levels, including the ability of the OPEC+ countries to continue to control supply and to agree on and comply with production levels;

•changes in trade policies and regulations, including increases or change in duties, current and potentially new tariffs or quotas; and other similar measures, as well as the potential impact of retaliatory tariffs and other actions;

•war between Russia and Ukraine, military conflicts in the Red Sea Region, Iran, and the wider Middle East and their effect on commodity prices;

•changes or uncertainty in general economic and geopolitical conditions;

•inflation rates and the impact of associated monetary policy responses, including fluctuating interest rates;

•logistical challenges and supply chain disruptions, including as a result of conflicts;

•our business strategy, including the continued implementation of our 4-mile well program;

•the geographic concentration of our operations;

•estimated future net reserves and present value thereof;

•timing and amount of future production of crude oil, NGL and natural gas;

•drilling and completion of wells;

•estimated inventory of wells remaining to be drilled and completed;

•costs of exploiting and developing our properties and conducting other operations;

•availability of drilling, completion and production equipment and materials;

•availability of qualified personnel;

•infrastructure for produced and flowback water gathering and disposal;

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•gathering, transportation and marketing of crude oil, NGL and natural gas in the Williston Basin and other regions in the United States;

•the possible shutdown of the Dakota Access Pipeline;

•our ability to realize the anticipated benefits from acquisitions;

•property acquisitions and divestitures;

•integration and benefits of property acquisitions or the effects of such acquisitions on our cash position and levels of indebtedness;

•the amount, nature and timing of capital expenditures;

•availability and terms of capital;

•our financial strategic tactics, budget, projections, execution of business plan and operating results;

•cash flows and liquidity;

•our ability to pursue goals regarding capital management activities such as share repurchases, paying dividends on our common stock or additional means to return capital to shareholders;

•our ability to utilize net operating loss carryforwards or other tax attributes in future periods;

•our ability to comply with the covenants under our Credit Facility and other indebtedness;

•operating hazards, natural disasters, weather-related delays, casualty losses and other matters beyond our control;

•interruptions in service and fluctuations in tariff provisions of third-party connecting pipelines;

•potential disruptions arising from cybersecurity threats, terrorist attacks and any consequential or other hostilities;

•compliance with, and changes in, environmental, safety and other laws and regulations;

•execution of our sustainability initiatives;

•effectiveness of risk management activities;

•competition in the oil and gas industry;

•counterparty credit risk;

•incurring environmental liabilities;

•developments in the global economy and resulting demand and supply for crude oil, NGL and natural gas;

•governmental regulation, including, but not limited to, that of the Federal Energy Regulatory Commission (“FERC”), and the taxation of the oil and gas industry;

•developments in crude oil-producing and natural gas-producing countries;

•integration of emerging technologies, including artificial intelligence and machine learning technologies for improving operational efficiency;

•consumer demand and preferences for, and governmental policies encouraging, fossil fuel alternatives;

•the effects of accounting pronouncements issued periodically during the periods covered by forward-looking statements;

•uncertainty regarding future operating results;

•our ability to successfully forecast future operating results and manage activity levels with ongoing macroeconomic uncertainty;

•the impact of disruptions in the financial markets, including bank failures and the volatile interest rate environment;

•plans, objectives, expectations and intentions contained in this Quarterly Report on Form 10-Q that are not historical; and

•certain factors discussed elsewhere in this Quarterly Report on Form 10-Q, in our 2025 Annual Report and in our other filings with the SEC.

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In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. All forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise. You should not place undue reliance on these forward-looking statements. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

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Overview

Chord Energy Corporation, a Delaware corporation (together with its consolidated subsidiaries, the “Company,” “Chord,” “we,” “us,” or “our”), is an independent exploration and production (“E&P”) company engaged in the acquisition, exploration, development and production of crude oil, NGL and natural gas primarily in the Williston Basin with limited non-operated interests in the Marcellus Shale. Our mission is to responsibly produce hydrocarbons while exercising capital discipline, operating efficiently, improving continuously and providing a fun and rewarding environment for our employees. We are ideally positioned to generate strong free cash flow and enhance return of capital, while being responsible stewards of the communities and environment where we operate.

Market Conditions and Commodity Prices

Our revenue, profitability and ability to return cash to shareholders depend substantially on factors beyond our control, such as economic, political and regulatory developments as well as competition from other sources of energy. Energy markets experienced significant volatility during the first half of 2026, driven primarily by the escalation of conflict in the Middle East beginning in late February and the resulting disruptions to global oil and natural gas supply following the effective closure of the Strait of Hormuz to most commercial shipping. Continued geopolitical tensions, including the uncertain pace and durability of any diplomatic resolution between the United States and Iran and periodic actual and potential escalations in hostilities, uncertainty around OPEC+ production policy, including the withdrawal of the United Arab Emirates from OPEC+ effective in May 2026 and the withdrawal’s potential to reduce the group’s ability to coordinate global supply, and the potential economic outcomes of tariff and trade policy decisions of the U.S. or other governments create difficulty in predicting future impacts to commodity prices, which could affect our financial position, results of operations, cash flows, capital and operating costs, and the quantities of crude oil, NGL and natural gas reserves that may be economically produced.

In an effort to improve price realizations from the sale of our crude oil, NGL and natural gas, we manage our commodities marketing activities in-house, which enables us to market and sell our crude oil, NGL and natural gas to a broader array of potential purchasers. We enter into crude oil, NGL and natural gas sales contracts with purchasers who have access to transportation capacity, utilize derivative financial instruments to manage our commodity price risk and enter into physical delivery contracts to manage our price differentials. Due to the availability of other markets and pipeline connections, we do not believe that the loss of any single customer would have a material adverse effect on our results of operations or cash flows.

Additionally, we sell a significant amount of our crude oil production through gathering systems connected to multiple pipeline and rail facilities. These gathering systems, which originate at the wellhead, reduce the need to transport barrels by truck from the wellhead, helping remove trucks from local highways and reduce greenhouse gas emissions. As of June 30, 2026, substantially all of our gross operated crude oil and natural gas production were connected to gathering systems. Our market optionality on these crude oil gathering systems allows us to shift volumes between pipeline and, to a lesser extent, rail markets in order to optimize price realizations. Expansions of both pipeline and rail facilities in the Williston Basin have reduced prior constraints on crude oil takeaway capacity and improved our price differentials received at the lease.

In an effort to reduce inflationary pressures that emerged in the broader economy, central banks have in the past raised interest rates. During the first half of 2026, higher energy and commodity prices contributed to a renewed rise in U.S. inflation, and the U.S. Federal Reserve held

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K. In addition, the following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. We caution that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results, and the differences can be material. See “Cautionary Note Regarding Forward-Looking Statements” at the beginning of this report for an explanation of these types of statements.

For discussion related to changes in financial condition and results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023, refer to “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 27, 2025.

Overview

Chord Energy Corporation, a Delaware corporation (together with our consolidated subsidiaries, the “Company,” “Chord,” “we,” “us,” or “our”), is an independent exploration and production (“E&P”) company engaged in the acquisition, exploration, development and production of crude oil, NGL and natural gas primarily in the Williston Basin with limited non-operated interests in the Marcellus Shale. On May 31, 2024, we acquired Enerplus Corporation, a corporation existing under the laws of the Province of Alberta, Canada (“Enerplus”) in a stock-and-cash transaction (such transaction, the “Arrangement”). Our mission is to responsibly produce hydrocarbons while exercising capital discipline, operating efficiently, improving continuously and providing a fun and rewarding environment for our employees. We are ideally positioned to generate strong free cash flow and enhance return of capital, while being responsible stewards of the communities and environment where we operate.

Recent Developments

2025 Williston Basin Acquisition

On September 15, 2025, we entered into a definitive agreement to acquire certain developed and undeveloped oil and gas assets located in the Williston Basin from XTO Energy Inc. and affiliates (collectively, “XTO”), subsidiaries of Exxon Mobil Corporation, for total cash consideration of $550.0 million, subject to customary purchase price adjustments (the “2025 Williston Basin Acquisition”).

On October 31, 2025, we completed the 2025 Williston Basin Acquisition for total cash consideration of $542.2 million, including a cash deposit of $55.0 million to XTO upon execution of the purchase and sale agreement and $487.2 million paid to XTO at closing (including customary preliminary purchase price adjustments). We funded the 2025 Williston Basin Acquisition with proceeds from the issuance of the 2030 Senior Notes (defined in “Liquidity and Capital Resources—Long-Term Debt” below) and cash on hand. The effective date of the 2025 Williston Basin Acquisition was September 1, 2025.

Market Conditions

Our revenue, profitability and ability to return cash to stockholders depend substantially on factors beyond our control, such as economic, geopolitical, political and regulatory developments as well as competition from other sources of energy. Prices for crude oil, NGL and natural gas have experienced significant fluctuations in recent years, including sustained decreases during 2025, and may continue to fluctuate widely or continue to decrease in the future due to a combination of macro-economic factors that impact the supply and demand for crude oil, NGL and natural gas. The potential for continued volatility in our markets, economic uncertainty and unfavorable oil and gas market dynamics, including OPEC+ announcements during 2025 regarding increased oil production targets and U.S. tariffs and potential retaliatory tariffs, may have an adverse impact on our future business operations, financial condition and liquidity.

During 2025, the energy markets were marked by heightened volatility that led to frequent and unpredictable changes in crude oil prices. Throughout the year, prices fluctuated considerably, with periods of both decline and recovery. The average NYMEX WTI declined 14% during the year ended December 31, 2025, compared to the prior year, and overall conditions remain unstable. Market conditions during the year were adversely influenced by elevated production levels from OPEC+, ongoing trade and tariff negotiations between the United States and other governments, and retaliatory measures taken by such other governments. Further declines in the price of crude oil, or a sustained depression of the price of crude oil for an extended period of time, could have a material adverse effect on our financial position, results of operations, cash flows, the quantities of crude oil, NGL and natural gas reserves that may be economically produced, as well as our access to capital. For example, as a result of a decrease in the price of our common stock during the three months ended June 30, 2025, which was impacted by declines in crude oil and natural gas prices over that same period, we assessed goodwill for impairment and recognized a

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non‑cash impairment charge of $539.3 million. See “Item 8. Financial Statements and Supplementary Data—Note 6—Fair Value Measurements” for additional information.

In an effort to reduce inflationary pressures that emerged in the broader economy, central banks began to aggressively raise interest rates in 2022. After peaking in 2023, interest rates began to trend downward during 2024 and 2025. Although U.S. inflation rates have shown signs of moderating, higher interest rates generally reduce economic activity levels, which have and could in the future again result in lower commodity prices due to reduced demand for crude oil, NGL and natural gas (see “Item 7A. —Quantitative and Qualitative Disclosures about Market Risk—Inflation risks” for additional information). The uncertainties resulting from the potential economic outcomes of monetary policy decisions of central banks as well as tariff and trade policy decisions of the U.S. or other governments, coupled with the geopolitical risks associated with the continued military conflicts in the Red Sea Region and the wider Middle East and the recent developments in relations between the United States and Venezuela, make it difficult to predict future impacts to commodity prices.

While we are unable to predict future commodity prices, we do not believe that an impairment of our oil and gas properties is reasonably likely to occur in the near future at current price levels; however, we would evaluate the recoverability of the carrying value of our oil and gas properties as a result of a future material or extended decline in the price of crude oil, NGL or natural gas or a material increase in the costs of labor, materials or services. See “Part I, Item 1A. Risk Factors—If crude oil, NGL and natural gas prices decline, or for an extended period of time remain at depressed levels, we may be required to take write-downs of the carrying values of our oil and gas properties” for additional information.

In an effort to improve price realizations from the sale of our crude oil, NGL and natural gas, we manage our commodities marketing activities in-house, which enables us to market and sell our crude oil, NGL and natural gas to a broader array of potential purchasers. We enter into crude oil, NGL and natural gas sales contracts with purchasers who have access to transportation capacity, utilize derivative financial instruments to manage our commodity price risk and enter into physical delivery contracts to manage our price differentials. Due to the availability of other markets and pipeline connections, we do not believe that the loss of any single customer would have a material adverse effect on our results of operations or cash flows. Please see “Part I, Item 1. Business—Exploration and Production Operations—Marketing.”

Our average net realized crude oil prices and average price differentials are shown in the tables below for the periods presented:

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(1)Realized crude oil prices do not include the effect of derivative contract settlements.

(2)Price differential reflects the difference between our realized crude oil prices and NYMEX WTI.

We sell a significant amount of our crude oil production through gathering systems connected to multiple pipeline and rail facilities. These gathering systems, which originate at the wellhead, reduce the need to transport barrels by truck from the wellhead, helping remove trucks from local highways and reduce greenhouse gas emissions. As of December 31, 2025, substantially all of our gross operated crude oil production was connected to gathering systems. Our market optionality on these crude oil gathering systems allows us to shift volumes between pipeline and, to a lesser extent, rail markets in order to optimize price realizations. Expansions of both pipeline and rail facilities in the Williston Basin has reduced prior constraints on crude oil takeaway capacity and improved our price differentials received at the lease.

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Results of Operations

Comparability of Financial Statements

The results of operations presented below relate to the periods ended December 31, 2025 and 2024. The results reported for the year ended December 31, 2025 reflect the consolidated results of Chord, while the results reported for the year ended December 31, 2024 reflect the consolidated results of Chord, including combined operations with Enerplus beginning on May 31, 2024, unless otherwise noted.

For a discussion of the changes related to the financial condition and results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023, refer to “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 27, 2025.

Operational and Financial Highlights

•Production volumes averaged 276,620 Boepd (56% oil) for the year ended December 31, 2025.

•Lease operating expenses (“LOE”) were $9.73 per Boe for the year ended December 31, 2025.

•Capital expenditures (excluding capitalized interest) were $1,357.9 million for the year ended December 31, 2025.

•Net cash provided by operating activities was $2,040.7 million and net income was $44.5 million for the year ended December 31, 2025.

•Estimated net proved reserves were 917.5 MMBoe as of December 31, 2025, with a Standardized Measure of $7.5 billion and PV-10 of $9.1 billion.

•TIL’d 122 gross (99 net) operated

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